On The Risk And Response Research Of M&A Performance Commitment In Listed Companies

In recent years,as the global M&A trend has become hotter and hotter,China's M&A transaction market has developed faster and faster,and performance commitment has become the norm in the market,but many cases of substandard mergers and acquisitions have also appeared.After 2013,the issue of performance commitment has become an increasingly prominent issue in corporate mergers and acquisitions.By 2017,the uncompleted rate of M&A asset transactions in the pharmaceutical industry was as high as 57.45%.Some companies in restructuring have used the performance commitment to facilitate the successful passage of the restructuring case.However,many companies may have a high premium for the target company in the event of major asset acquisitions,resulting in a significant high premium,resulting in a failure to fulfill the performance commitments.Once the performance is not up to standard after the completion of the merger,the reasons for various excuses will emerge endlessly.The improvement of national industry policy management and control,and the improvement of environmental protection supervision have become the reasons for the failure of the target companies' performance.On this basis,it is easy to make unreasonable use of performance to generate valuation risk of performance commitment,risk of over-setting performance target,integration risk after merger,etc.This paper first introduces the background and significance of the selected topic,and sorts out the research related to M&A and performance commitment at home and abroad.Then it introduces the definition of performance commitment,relevant theoretical basis,relevant institutional background and risk mechanism analysis of performance commitment.In order to more accurately understand the realization and risks of China's pharmaceutical industry performance commitments,by introducing the status and performance commitments of listed companies' mergers and acquisitions leads to the low performance completion rate of pharmaceutical companies in 2017.Using case study method,select case of Shanghai Shyndec Pharmaceutical Co.,Ltd..To accurately identify the risks of the current M&A performance commitments in China's pharmaceutical industry,and propose specific effective measures for reference.This paper uses the principle of HHM hierarchical holographic model to prevent and control the risk of performance commitment in M&A.Combined with the analysis of the factors affecting the performance commitment risk,systematically divide the risk into three stages: before performance commitment,in performance commitment and after performance commitment.Industry policy risks,environmental risks,and R&D risks that may arise before the performance commitment Valuation risk,performance target setting risk that may arise in performance commitment.And the risk of integration risks and performance that cannot be achieved after the performance commitment.Through the study of performance commitment risk in the case of major asset restructuring,this paper concludes that China' pharmaceutical industry should proceed from real-time understanding of national industry policies and industry development when undertaking major asset restructuring performance commitments.Fully investigate and verify the internal situation of the target companies.In the M&A restructuring performance commitment,it is also necessary to conduct a comprehensive and reasonable valuation of the assets of the target companies and to establish a moderate performance target.Avoid risk of underperformance due to high premium or high performance.After the M&A and restructuring commitments,it is necessary to expand product market share and improve the companies' overall core competitiveness by integrating strategic integration and management integration.By strengthening the quality of information disclosure supervision,we will establish a credible market with performance commitments and ensure the formal operation of M&A performance commitment transactionsThe innovation of this paper lies in the analysis of cases by the research methods of risk prevention and control systems with less research at home and abroad.This paper first analyzes the market status of enterprise mergers and acquisitions,and draws a risk management idea that is suitable for the performance promise of listed pharmaceutical companies.Combined with the case analysis,the influencing factors of the performance commitment are not up to standard,and then establish the risk prevention and control system of the whole process.It not only enriches the existing theoretical system of M&A and performance commitment,but also enlightens other companies.The deficiency is that indepth research on the performance commitments of acquisitions of SSP case requires a large amount of data material support.The existing information can only be obtained from the annual report and announcement of SSP,and may lack comprehensiveness in case studies.In addition,case of acquisitions of SSP' performance commitments are not affected by many factors,and the research is more difficult.A variety of research methods such as empirical research and questionnaires can be used by performance commitments in the future.Statistical analysis and in-depth study of risk factors for applying performance commitments in corporate mergers and acquisitions.